May 3, 2017 - an exemption from registration under the U.S. Securities Act of 1933, ... of the Financial Services and Ma
Not for release, publication or distribution, in whole or in part, directly or indirectly, in Australia, Canada, Japan, South Africa or the United States. This press release does not constitute an offer for sale of securities in the United States. Securities [mentioned therein] may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Unieuro S.p.A. does not intend to register, in whole or in part, the offering of securities in the United States or to conduct a public offering of securities in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Unieuro S.p.A. and will contain detailed information about the company and management, as well as financial statements. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A. This press release is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive will be published. Investors should not subscribe for any securities referred to in this press release except on the basis of information contained in the prospectus. In any EEA Member State that has implemented the Prospectus Directive, this press release is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.
PRESS RELEASE UNIEURO S.P.A.: EXERCISE OF THE OVER-ALLOTMENT OPTION Forlì, 03 May 2017 – Unieuro S.p.A. announces today that in connection with the Institutional Offering, Mediobanca – Banca di Credito Finanziario S.p.A., as stabilization agent, and on behalf of the Joint Global Coordinators and Joint Bookrunners, partially exercised the over-allotment option for 537,936 shares, out of the 636,363 option shares granted by Italian Electronics Holding S.r.l.. The purchase price of the option shares is Euro 11.00 per share, equal to the offer price in the Institutional Offering, for an aggregate consideration of Euro 5,917,296. Settlement of the shares relating to the over-allotment option will take place on 8 May 2017. Accordingly, the Institutional Offering, including the over-allotment option, comprised a total of 6,901,573 ordinary shares of Unieuro S.p.A., equal to approximately 35% of its share capital, for a total amount of Euro 75,917,303. Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited and Mediobanca – Banca di Credito Finanziario S.p.A. acted as Joint Global Coordinators and NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
Joint Bookrunners of the Institutional Offering ("Coordinators of the Offering") and UniCredit Bank AG, Milan Branch acted as Joint Bookrunner in the Institutional Offering. Mediobanca – Banca di Credito Finanziario S.p.A. acted as Sponsor for the listing of the shares of Unieuro S.p.A. on the STAR Segment of the Mercato Telematico Azionario and acts as Specialist. The legal advisors of the Company and the Selling Shareholder in connection with the Institutional Offering were Nctm Studio Legale and Latham & Watkins LLP, while Linklaters advised the Coordinators of the Offering. The Company’s auditing firm is KPMG S.p.A..
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About Unieuro S.p.A. Unieuro - through a nationwide distribution network of 457 stores consisting of 180 directly operated stores and 277 wholesale partner stores and its on-line digital platform unieuro.it – is today the leading Italian consumer electronics retailer by store count. Unieuro is headquartered in Forlì, and has a centralized logistics hub in Piacenza, a staff of over 3,900 employees and revenues that, for the financial year ended on February 29, 2016, reached Euro 1.557 billion.
For more information: Investor Relations
Media Relations
Italo Valenti CFO & Investor Relations Officer +39 0543 776769
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iCorporate Arturo Salerni +39 335 1222631 Rita Arcuri +39 333 2608159
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Andrea Moretti Investor Relations Manager +39 335 5301205 +39 0543 776769
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NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
